SPIDER-MAN: Ultimatum
by Whenntooda
Summary: Mary Jane is pregnant, Kaine is dying, and everyone knows who Spider-Man is. Peter struggles in the aftermath of the Civil War to carry on. But when Scarlet Spider, Ben Reilly discovers a secret plot to destroy everything the Parkers hold dear, the Spider-Men will have to put their differences aside to fight in a whole new war.
1. Prologue

Hey, bros and bras, wassup?!

I have decided to return to the roots of all my fandom. Here, at long last, is a straight, no crossover tale of the one, the only, the Amazing Spider-Man! This story will be AU, with several different takes on some landmark stories Marvel has told that I believe could have been handled better, up to and including The Return of Norman Osborne, the Death of Ben Reilly, Civil War Aftermath, One More Day, Brand New Day, Grim Hunt, Scarlet Spider II, and Amazing Spider-Man #700. I really think these could be so much better than they actually are(i.e., no OMD). So here is the prologue!

Enyoi yu meal.

* * *

**Dramatis Personae**

_**Peter Parker/Spider-Man**_

_**Mary Jane Parker**_

_**Ben Reilly/Scarlet Spider**_

_**Kaine**_

_**May Parker**_

_**Cassandra Webb/Madame Web**_

_**Michael/Red One**_

_**Van/Red Two**_

_**Patrick/Red Three**_

_**James "Bucky" Barnes/Winter Soldier/Captain America**_

_**Mephisto**_

_**Norman Osborne/Scrier/Green Goblin**_

_**Otto Octavius/Dr. Octopus/Spider-Man**_

_**Stephen Strange/Dr. Strange**_

_**Avengers**_

_**X-Men**_

* * *

_This timeline is somewhat distorted from the one you know. Instead of Norman Osborne returning when he did, and killing Ben Reilly, he has remained in the shadows. Peter Parker returned to being Spider-Man, and Ben returned to his former moniker of Scarlet Spider. Mary Jane is pregnant... very pregnant... with hers and Peter's first child. _

_And then the Civil War occurred. The superhero community was split in half. On the one side was Tony Stark, Iron Man, who pushed for superheroes to reveal their identity to put trust in the hearts of the general populace. On the other, Steve Rogers, Captain America, who felt it was unethical to force superhumans to act against their will. And like the War Between the States in the 1800's, brother fought brother. Peter Parker joined Tony Stark, and revealed his identity to the world. Ben Reilly decided against this, and went underground with Captain America. _

_Hero fought hero. Nothing was different for these two wall-crawlers. In the epic battle atop the wide expanse of New York's skyline, Spider-Man and Scarlet Spider battled far above where others could reach. In a moment both would regret, Scarlet Spider plummeted to his apparent death. _

_The act tore at Peter. He began to question his support of the Superhuman Registration Act. And then he discovered Stark's use of the Negative Zone as a jail for heroes, and fled, taking his family with him. Joining up with the Anti-Registration group, he discovered that Ben had survived the fall, if only barely. The brothers reconciled, and helped to bring an end to the war._

_But now Peter has to live with the notoriety of being publicly identified as Spider-Man. And the world has just been rocked with the assassination of Captain America._

_Meanwhile, the other clone of Peter Parker's, Kaine, has been the recipient of strange dreams..._

* * *

**Prologue**

* * *

**Kaine woke up, gasping for breath.**

Cold sweat clung to him, making the sheets stick to his body. His chest rose and fell with each heave, and his scars stretched and receded.

He lay there for a few minutes, catching his breath. Finally, he calmed down, and reflected on what he had just seen.

Usually, when he slept, he was revisited of memories of his past. Murders, kidnappings, assassinations... all of the stuff nightmares were made of. When he was awake was when he received visions of the future.

But recently, intruding upon his dreams, was the scariest thing he could imagine.

He was always covered in blood, blood spilling from open wounds that showed through a costume he was wearing. He would stumble into a bathroom. He would pull of a mask...

And see Peter's face in the mirror. Not his own, not Ben's blonde hair... Peter's.

Or course, it could be Kaine's. Yes, minus the scars, and with his hair cut, it could very well be Kaine's. But there was no way. The scars would be with him forever. The pain would remind of that.

The oddest part was the costume. It was red, with black at the top, and a black mask with dark red eyes gleaming at the viewer. It was too dark for a costume worn by Peter.

It was too unsettling red... scarlet...

He got out of bed, walking slowly to the bathroom. He pushed open the door, flipping the switch that turned the light on.

The sudden light made him blink, and he winced. When his vision restored, he looked in the mirror.

Pale face... long hair... scruffy beard... web of scars...

Yep. All normal.

Kaine shook himself mentally. There was no way it could be his future. He was going to wind up dead in an alley or a gutter, and it would be because he finally met someone more powerful than he, or that he finally succumbed to his degeneration.

Which, as he had learned recently, was a lot closer than he thought.

He ran his hands through his hair, feeling the long strands pulling at his scars. He knew there was no way... no chance... no hope...

Kaine was dying. It was a long time dying, but it was finally at the penultimate stage. Only one thing remained unfinished.

Parker and Reilly.

The two of them had tried to reach out to Kaine. Both, apparently, had failed. But when Kaine saw on the news that actress Mary Jane Watson was pregnant and would be retiring from the soap opera she had starred in. And then he knew.

She wasn't the only one who would retire.

For some reason, Kaine felt the need to return to New York, to make a final pilgrimage to the place of his birth.

It would be fitting... as the Parkers brought new life into the world, a Parker would loose his life.

_Don't think that. You're not a Parker. You never were._

And then it hit him.

* * *

_The world was spinning. He was looking through the scope of a rifle. He knew it wasn't really him, Kaine, but that he was seeing the future through someone else's eyes._

_The scope was focused on a table, where sat a group of people. Two women, two men. One of the women was old, and very kindly looking. The other was drop-dead gorgeous, with a prominent belly that showed life existed inside. The two men were almost identical but for their hair, with one being dyed blond._

_The sniper trained on the one with the brown hair, but the blond man stood up. Sensing an easier target, Kaine turned the scope on him._

_As his finger squeezed the trigger, the old lady stood up. Her chest exploded in a red mist, blood which splattered onto the blond man. The smile he had vanished in horror._

_Aunt May..._

* * *

**Kaine returned to himself.**

Unlike before, he wasn't cold and sweaty, and he wasn't panicking. He felt like ice inside, a quiet rage building.

Someone was going to assassinate Aunt May. All the more reason to return. Because he was the only one who could prevent it.


	2. Man After His Time

**Chapter I**

* * *

**Man After His Time**

Peter looked down at the casket.

Inside was the body of one of them greatest men he had ever known, topping the list along with Uncle Ben and his own father. Here lay one of the men who had influenced his life heavily before he had been bitten by the spider, and even afterward.

Captain Steve Rogers. Captain America was dead.

Tony Stark was saying words, but Peter wasn't really listening. He knew he would be up to speak in a moment, but he really didn't want to. It was funny, he was the one who talked the most that people automatically assumed that he would speak at the Captain's funeral.

He looked down at his hands. The familiar red with black webbings was comforting. At the same time, he wondered if he might be too colorfully dressed for a funeral.

And then he turned his head and saw Ben, and realized if Ben's bright red suit wasn't too colorful, his own costume was fine. Besides, they let most of the X-Men show up in their suits, so he figured he was fine.

Ben was wearing his mask. Peter almost wanted to ask him to remove it, like he had, but that would open up the old argument that Peter had already conceded to his brother. Ben was wearing the mask to make a point, one that Captain America had fought... and eventually died for.

But Peter saw no reason to drive the point home. Besides, everybody knew he was Spider-Man now.

"... have specifically asked one of our own, Peter Parker, to come up and speak about how Captain Rogers affected his life. Peter?"

Peter blinked, realizing that his moment had come. Mary Jane squeezed his hand before he stood up to go.

He cleared his throat once he reached the podium. Tony grabbed his hand to shake it, clasping his other hand on his arm. He looked into his eyes. Peter didn't know whether Tony felt regret, or even loss. He didn't care.

Peter didn't tap the microphone, or say something like "_is this on?" _Now wasn't the time for lame jokes.

It took him an eternity to gather his thoughts. He took a deep breath, and then began to speak.

"Captain America... I remember reading the comic books when I was a kid. He was the one superhero that I loved above all the rest. He was my uncle's favorite too, and we'd spend hours reading the adventures of the Star-Spangled Captain."

"My uncle particularly liked how he was always in the right, and that he was always moral, just, and ethical. It was easy for me to learn that those were ideals to emulate, what with that role model. I looked up to him, even at that early age, even when the world thought he was dead. Because I knew he was alive. All kids did."

"After I became Spider-Man and after... the start of my superhero career, I still tried to emulate the Captain in everything I did. Granted, I wasn't fighting Nazis trying to destroy America, but the concept, the ideal still prevailed."

"The first time I met Captain America... god, I'll never forget it. There he was, bigger than life, with the shield, and the flag. As I got to know him better, I realized that behind all of the glamour and glory, there was a humble, just man who never gave up the fight."

"I'm gonna miss you Captain. We all will. But the fact of the matter is... we are Captain America. As long as we keep fighting. We are what he stood for. So, really... he's not dead, much like the martyrs of old. He lives in our actions."

Peter couldn't go on. The lump in his throat constricted his speech, and he didn't really know what else to say.

He walked off the podium. The Avengers nodded at him, some saying words of comfort. He didn't acknowledge them, merely walking back to where Mary Jane, Aunt May, and Ben sat.

Ben patted him on the back as he sat down. Mary Jane resumed her grip on his hand, which he returned in kind.

It was final. He had spoken, and had made it absolute.

Steve Rogers was gone.

* * *

**After the funeral, the gathering of superheroes dispersed slowly.**

The X-Men were loading the Blackbird, and the Avengers were getting ready to go.

But Ben Reilly had something to say first, to one particular Avenger.

"Hey, Bucky," he called, slipping under Colossus shoulder to get through. "How're you holding up?"

James Barnes looked at him. He was wearing an expression that Steve used to have whenever they had lost someone in the War. It was a unique look, one that only those who felt responsible could have.

"I'm holding up," Bucky responded flatly. "You?"

"He was a great man," Ben stated. "We'll all miss him."

"Great," Bucky repeated. "Yeah... one of a kind."

"That's what I want to talk to you about," Ben went on. "I know it's gonna sound premature, but someone needs to say it." Bucky stopped and looked at him.

"What?" he asked.

"Steve Rogers is gone," Ben said, still skating around the issue a little bit. "But that doesn't mean Captain America is too."

Bucky stared at him for a moment, and then turned away.

"No," he said.

"No what?" Ben demanded. "Listen, Bucky, you were the closest to him, there's no other alternative..."

"No, you listen, Ben," Bucky said, turning around and coming close. "After we both went MIA during World War Two, the President authorized another Captain and Bucky. This was used to boost morale on the home front. Can you imagine how America would have reacted to his death? But now we have enough heroes to pick up the slack. We don't need another Captain."

"Yes, we do," Ben persisted. "And I'll tell you why... because some crackpot's gonna take his name and use it. Someone's going to try... and fail... to step into the big boots. And when that happens, his memory is tarnished. Because it's exactly like you said... there's always another Captain America. Why not ensure that it's someone who will do the job right?"

"And you think I can?" Bucky asked, a little harshly.

"Yes! I mean, who else? Barton? That's the rumor going 'round, and personally, he needs to stick with the bow and arrow, not the shield." When Bucky didn't say anything, Ben went on. "You need to have a little faith in yourself, Bucky. Steve did. We all do."

"Yeah, right. Former Winter Soldier, and there's doubt on the 'former' part of that statement?"

"Only from those who think you and Black Widow are an item," Ben scoffed. "C'mon."

"If you listened to the rumors, then you'd know there's not quite the fan base you make out," Bucky said, walking away again.

"Hey, hey!" Ben caught up to him. "When I became Spider-Man, do you think that went over well with the superhuman community? No! I did it because Peter lost his powers for a long while. It looked permanent. But New York needs its Spider-Man. So I stepped up to the plate. If you're holding out for popular support, believe me buddy boy, you're gonna be waiting a looong time."

Bucky didn't respond for a while.

"See you, Ben," he said finally, walking away.

Ben sighed. At that moment, his spider-sense alerted him to something a spider-tracer picked up, so he decided to dock the argument for the time being.

If only Bucky would realize that he was a hero, the perfect hero to be the Perfect Hero.

* * *

**In the shadows, a man named Scrier watched.**

In truth, this wasn't his identity. It was merely his life. He had devoted himself to the Cabal of Scrier, so therefore it consumed his life. Scrier wasn't a title he could call his own.

"My lord," he muttered into his comlink. "The funeral is over. They are departing."

"_My, that was short," _was the response. "_What, did Parker have nothing to say?"_

"Very little," Scrier replied.

"_He must be more shook up than I thought. Never mind, keep following him."_

"My lord, the Scarlet Spider is going a separate way," Scrier reported.

"_I am aware of that. It is a lure by one of our brothers. Don't worry. Just keep following Parker."_

"Yes, my lord," Scrier said, closing the com.

The red and blue clad hero walked slowly with his wife and aunt. They weren't saying a word, merely clutching to each other for comfort. It was pathetic.

But he would follow his orders. Some part of him wondered what surprise awaited the Scarlet Spider, however...

* * *

Aha! Now we're getting into some meat and bones work! Please fav and review!


	3. Spider-Sense Tingle

**Chapter II**

**Spider-Sense Is Starting To Tingle...**

* * *

The Scarlet Spider swung through the concrete jungle of New York City, following the spider tracer.

Things would never be the same after the War. He found these frequent crimes comforting in their normalcy, with him or Peter always saving the day.

But even though life in this aspect was normal, life in general would never be the same.

Still, their conversations had the specter of their old argument hanging in the air. More often than not, the gorilla in the room resembled Captain America. They were getting over that however.

The big thing was that now everybody knew who Peter was. And it was getting harder and harder to be Scarlet Spider without people putting two and two together.

He almost wished to leave New York and head for the road again. But he couldn't desert Peter and Mary Jane. Not now.

Mary Jane was due any day now. This whole pregnancy thing was beginning to get on Ben's nerves, although he put up with it since he realized there was nothing anyone could do.

He was really glad not to be a woman, though.

* * *

**Scarlet Spider arrived at the place where the tracer had gone off.**

The dark alley wasn't much, but Scarlet Spider figured it was better to hang above the scene and inspect before leaping in. He really didn't want the only warning to be his spider-sense.

There was nothing he could see. He tried squinting, but that didn't help.

_Shoot. And I bet it's a trap, too._

He dropped down.

Immediately, his spider-sense went wild. Dropping into a defensive crouch, he barely dodged as a cloaked figured stepped out of nowhere, swinging a sword.

He recognized the blade as a ninja's katana. Even more, he recognized the person swinging it as a Scrier.

"Aw, no!" he said, flipping over the attack. "You guys again!"

The Scriers had caused problems for Ben in the past, when he had subbed for Peter as Spider-Man. The two of them thought that they had disappeared. Fat chance.

"How long have you guys been in business?" he asked, dodging more blows and swings. "I mean, after I spanked you guys last time."

"We never were out of 'business.'"

The Scrier didn't say anything else after that, but his words gave Ben shivers. Anything that the Cabal of Scrier was doing certainly wouldn't benefit the world.

"Actually, I gotta admit," he chattered on, trying to land some blows of his own, "this is a pretty lousy ambush. I mean, for you guys. What's the point of this here, huh? Kill me? 'Cuz you're sucking at it right now."

At that instant, the blade slashed across his shoulder. He cried out in pain as blood splattered on the wall.

His spider-sense added to his sense of panic. But, his muscles trained beyond his mind, he let his body react before his brain could catch up. It was something Captain America had taught him.

Adrenaline, enhanced by a danger sense and faster reflexes was a powerful performance-enhancing drug... the best. So he used it.

Putting some distance between himself and the Scrier, he paused to regain his footing.

The Scrier was on the ground, covered in wiry rope. He struggled vainly against the bonds until a black-clad figure... a very shapely figure... dropped onto his head.

"You're lucky he was toying with you," Black Cat, Felicia Hardy said dryly. "These creeps have an ulterior motive for their ulterior motive."

"Hey, Cat," Ben said, clutching his shoulder, blood dripping from in between his fingers. "Long time no see."

Apart from leaving the Parkers during the War, Ben had learned that Black Cat had joined the Heroes for Hire, a mercenary group of supers who had tracked and brought in heroes who hadn't registered. He had had a tussle with them, but on top of everything else that was going down at the time, he hadn't really appreciated the attempt.

He had forgiven Felicia, though. Mostly due to the fact that it had been she who had saved him after his battle with Spider-Man. Not many people knew that.

She looked down at the hooded figure.

"Should we take his mask off?" she asked, looking inquisitively at Ben. He shook his head.

"That's not his mask. That's his face. They all look like that."

She made a face.

"They clearly need a better cosmetologist," she remarked, and then when Ben swayed a little, looked at him concernedly. "Are you okay?"

"He did a little more than clip me, but I'll be fine," he answered, before his vision began to swim. "Ah... shoot. I think the blade was poisoned."

"Here," Felicia said, putting one arm under his other shoulder, supporting him. "Let's go to my apartment, it's closer."

Due to the current situation, they didn't notice one odd fact. Poison was the only thing on the Scrier's sword.

Scarlet Spider's blood was gone. Almost as if it had been... absorbed.

* * *

**Doctor Otto Octavius looked eagerly as the blood samples appeared from the Scrier's sword.**

"Beautiful," he muttered, his arms... all six of them... were frantically at work. "Wonderful..."

"I told you, did I not?"

The speaker was a man in a suit, his face obscured by the shadows. His shoes were the only thing illuminating about him, as they shone with a polish.

"The samples we had would never have worked, would they? You needed something a little... fresher."

"Indeed," Octavius replied, engrossed in the DNA strands. "Oh, this is perfect. The perfect stabilizing agent can be made from these."

"Yes. Getting samples of dear Ben's blood was harder than anticipated. But then we realized the easiest way to do it was to do the most obvious thing. The Spider-Men aren't invincible."

"Damn right," Octavius growled. "But I can change that." He paused for a minute. "What about the Scrier? Is someone going to collect him?"

The shadowy figure scoffed.

"Of course not. He let one of the Spider-Men beat him. No single Scrier can live with the shame. He will, to steal from the samurai, commit hara-kiri."

Octavius paused for a moment to consider this. He shrugged it aside.

"No matter," he said. "I just would have considered it a waste, taking into account that he failed on your orders."

"So he will die on my orders. That's loyalty you can't buy, Otto. Besides, I have plenty more. And when the time comes for my plans to come to fruition, they will be unnecessary."

"Your plans," Otto repeated quietly. "Our plans, I think."

The man laughed again.

"Think away, Otto. You certainly will come out better in the end."

This really made Octavius stop. This particular individual never allowed others to come out better at the end of his plans.

He'd keep an eye on him. Meanwhile, he had his own plans to see to.

Specifically, his rebirth.


	4. Not All Wounds Are Seen

Hey peeps! Big shout out to **Rider Paladin **and **Spidey Legend **for their review! Thanks guys! It seems my Batman one-shot is my most popular story right now, but I hope more support will magically appear for this one. This is my baby.

**Chapter III**

**Not All Wounds Are Seen**

* * *

Bucky sat on his bed, reflecting on what Reilly had told him.

He knew Clint Barton was the public's choice for Captain America. But many of the superheroes thought that Bucky himself should take up the shield.

He wanted to asked Stark about it, but Iron Man was busy running the country, being the new Director of S.H.I.E.L.D. Maybe he could schedule an appointment with him, or something.

That was funny... schedule an appointment. And they said Bucky had lost his sense of humor.

Outside his window, life went on as usual. The absence of some of the world's finest heroes did almost nothing to change their lives. The world kept turning.

But what would happen when something came along that one of the dead could have only handled? Perhaps, because of that stupid, pointless war, one of the major villains had found a way to take control, or else destroy the planet entirely.

Bucky shook himself. It hadn't been pointless, and he certainly wouldn't ask Stark's permission to be a symbol. A hero. To continue to fight the good fight.

Now he was even sounding like Steve. He chuckled a bit, remembering how he'd poke fun at Steve's patriotic demeanor. It had inspired him, but he had felt it necessary to needle Steve with his sarcastic jokes. They had been a perfect team back in the day.

Today, however... there was only one.

Perhaps this was how Steve had felt when he had awoken from the ice-induced coma and realized that seventy years had passed, and that he, Bucky, was dead. When his last memory was of the plane exploding, taking... or so he thought... the young James Barnes with it.

Bucky shook himself. He needed to get out, go do something, not sit here and brood over it.

* * *

**A half-hour later found him in the local VFW headquarters.**

He looked around at the men, old and young, who were sitting at tables, eating and talking. Some of them were quite young, soldiers who had been discharged due to injuries too great to allow for continued service. Others, like the grizzled old biker sitting next to him, were veterans of wars taught in history books. Bucky felt caught in limbo between the two, but all that mattered here was that you looked down the end of a gun, served your country, and upheld its honor and freedom.

He knew, as they all did, that if asked, they'd just say "had our orders. That's it. We just followed our orders."

For villainy, it was an excuse. For heroics, it was the simple explanation. And that's what these men were. Heroes.

"Back from Iraq, huh?" the biker asked him. He shook his head.

"It's a long story," he said.

"Hell," the old man grunted, "if there's one thing I got after 'Nam, it was time. So go ahead. Bet it's nothing I've never heard before."

"Ten bucks says you're wrong," Bucky replied.

Before the older man could respond, something caught everyone's attention. A group of people wearing hoodies came charging in, holding pistols and other firearms. One of them, clearly the leader, ran straight for the bar.

"Your money!" he screamed, and his voice betrayed his own nervousness and fear. His age also, which couldn't have been over twenty. "Gimme your money now!"

Bucky stood up. He wasn't the only one. Every veteran in the building... which outnumbered the punks fifty to ten... were also on their feet. Slowly, cautiously, they fixed their eyes on the young would-be crooks. The guns were pointed every which way, but no hands were raised, no faces flinched.

"Son," Bucky said, getting the leader's attention. "You picked the wrong place to flash a gun."

There was deathly silence. Finally, the young punk spoke.

"Man, don't tell me what to do!" he yelled. Bucky snorted.

"Among the most juvenile responses you could have said, that was the worst." He walked forward a bit. "Don't point that at me unless you're going to shoot. And by shoot, I mean kill me."

"I'll kill you!" the kid screamed, and his voice broke. "I'll do it, man, I'll f-,"

"No, I don't think you will." Bucky kept walking forward, and all of the veterans did as well. "You have to be prepared to kill someone when you point a gun at them. Otherwise, you're just causing harm to yourself, as well as insulting me. So do it. Kill me."

The kid's arm trembled, and the pistol shook violently. It looked like a serious piece, but Bucky knew there was no way he'd pull the trigger. If only on accident, and even then, no one would get hurt.

"Dumbass," he said, close enough now to just reach up and pull the gun out his hand. He did so, and several other veterans did the same with the other kids. "Now go home before you get yourself killed."

The punks all ran speedily for the door, tripping over themselves in their haste.

When they were all gone, one man, a Marine, said, "Kids these days."

"Yeah, I didn't see you grabbing that burner, Dito," another guy retorted. "What'd they teach you jar-heads, other than charge beaches."

"Don't you wish you knew?" was the reply, and the hall relaxed into good humor again.

Nothing much would faze these guys. Bucky was mildly curious as to why they chose this spot out of all places to rob.

Kids these days.

* * *

"**I like how you handled that."**

Bucky jumped, spinning around to see Tony Stark standing behind him on the street. He had just walked out of the VFW, still deep in thought. He wasn't aware that he had been followed.

"Dammit, Tony," Bucky snarled. "I thought I told you to back off." Stark had a look that was half apologetic, half admonishing.

"Former partner to Captain America, bears watching," he answered. "You're not the only one, if it makes you feel better."

"It doesn't," Bucky replied coldly. "What do you think we just fought a war for?"

"Secret identities," Stark answered quickly. "Completely different thing."

Bucky almost swung a punch at him. But then Stark held up his hands.

"Sorry," he said. "It's just... it's still hard to believe that he's dead. I... don't know if you noticed, but I don't handle loss very well. Even when we were..."

"Enemies," Bucky said, almost spitting the word. Now Stark looked pained.

"Please, Bucky," he said. "I just want to tell you that you really should listen to Scarlet Spider. You'd make a great Captain."

"Oh, great, monitoring my conversations now," Bucky said, starting to walk away. "Great."

"Not yours," Stark said. "His."

An awkward silence followed.

"I did it again, didn't I," he followed up, rubbing the back of his neck.

"Yeah," Bucky responded. "And don't think I'm gonna take the shield if it means becoming your bitch. Get Barton to do that."

"Hawkeye will never be Captain America."

The frank statement made Bucky stop. Such blunt honesty from Tony Stark took him by surprise. This wasn't lost on Stark.

"Look," he said, holding his hands out in front of him, appearing pleading and penitent, emotions Stark never showed, "we had our disagreements, and I regret most of the choices we both made. Let me finish," he said as Bucky opened his mouth. "As head of S.H.I.E.L.D., I have certain powers. Well, a lot of powers, but among them is the ability to create a strike-force to deal with the problems that started the whole stupid debate in the first place. In short, I'm making a team, a team of Avengers that I want you to lead... as Captain America."

Bucky didn't say anything for a while.

"A strike-force?" he repeated. "Like, to deal with anti-reg people?"

"No!" Stark said emphatically. "See, that kinda suspicious mind... no. I mean, to deal with the problems supervillains present in a professional matter. Because that whole Nitro thing could have been handled so much better."

"No arguments there," Bucky said. "So, no anti-reg hunting?"

"None at all," Stark said. "I've got several people lined up for this team. I just want you to run your eye over them."

Bucky stared at the ground for a while. He didn't look up when he spoke again.

"You said you felt regret," he said after a while. "Regret and feeling wrong aren't the same things."

"What do you mean...?"

"I mean, I won't even consider your offer until I hear you say you were wrong. Not that you're sorry. Not that you regret. That you were wrong."

"Okay, maybe I overreacted a little in light of everything..."

"No, Tony." Bucky looked up. "You were wrong. I need to hear you say it."

They stared at each other for a long time. Bucky counted to fifteen, and then turned to walk away.

"See you, Stark."

"I was wrong."

Bucky didn't break his stride.

* * *

This chapter is dedicated to the brave men and women who have served and continue to serve in the United States Military, in particular to my father and grandfather, both of whom have seen war. Thank you.

And I know there's a complete absence of Spider-Men in this chapter. I know, "I'm reading a story about Spidey, so where is he, dammit?!" This chapter is relevant because Bucky is a central figure, and because of what Tony Stark said about the team. Stay tuned to find out!


	5. How Did I Get That?

Ha! Finally got this chapter written up. So here it is. Have fun.

* * *

**Chapter IV**

**How Did I Get That...?**

* * *

Ben gasped with pain.

"Well, hold still!" Felicia said irritably. "I swear, you're such a baby..."

She was trying to put bandages on his shoulder, but it involved putting the whole arm into a sling to wrap the wound. Ben had injuries worse than this before. It was just...

"Your hands are so cold!" he complained. "And the bandages are cold!"

"Wah," Felicia sneered. "Sorry for not being related to the Human Torch."

"You'd be invisible, then," he retorted. "Jeez!"

"Sit still!"

"My spider-sense keeps going off every time you touch me!"

She fixed him with a gaze that shut him up instantly. He gulped.

"Thank you," she said sardonically. After a minute, she had covered the wound. Ben tried to stretch his shoulder, but she slapped it lightly.

"Don't even think about using that arm for at least two days," she ordered. "I know you Spider boys heal faster than normal people, but even you have your limits."

"Don't we know it," Ben muttered. "Say, you act like you've done this before. Not that you were good at it, but..."

She threw the wad of extra linen at him.

"I dated your brother, doofus," she retorted. "You think Mary Jane is the only one to ever have cared to his wounds, and wounded ego?"

"Ego?" Ben repeated, but then fell silent. Felicia sensed his mood change, and changed the subject.

"Anyway, it's not like the city will suffer greatly from your leave of absence," she pointed out. "Spider-Man, the X-Men, me... we're all on hand."

"True," Ben admitted, looking around. "Well, thanks. I'd better be getting home."

He made to stand up, but she came over and lightly pushed him back.

"You're going nowhere. I need to make sure you don't disobey my prescription."

The words were joking enough, but there was something in her voice that caused Ben to look closer at her. Her eyes were fixed on his own.

Ben gulped. He kinda figured he knew where this was going.

* * *

**Tony Stark looked out of the window of his lavish apartment in the sky.**

He called it his apartment, but Peter knew the entire building belonged to him. This was his particular favorite floor for entertaining guests, however.

Peter wasn't very entertained.

"What do you mean, you're resurrecting the old Secret Avengers?" he demanded. Tony didn't look at him, just shoved his hands deeper into his pockets. "Do you realize how destructive that would be? I thought it was bad enough with the Thunderbolts..."

"The Thunderbolts are the black ops team," Tony replied, still looking out the window. "The Secret Avengers will be just like the original team. Just, y'know... secret."

"I'm a New Avenger, Tony," Peter retorted. "Much though you don't want to hear that. I'm not interested. Period."

"I wasn't asking you if you wanted to join," Tony said softly.

Peter arched an eyebrow.

"Then why-?"

"I was wondering whether Reilly would be interested," he said, shrugging.

Peter laughed, loudly.

"You mean, the guy who you convinced me was the enemy, who you had me fight until one of us almost died, the guy who told you where to shove it when I was just standing there, trying to get alone with everybody? Yeah, sure. I'll ask him. We could use a good laugh these days."

Tony sighed.

"I know it seems rich of me," he said, "but I need a team. A team where people from both sides of the argument can come together to face the threats that no-,"

"-single superhero can face alone," Peter finished. "Yeah, that's called the Avengers. Well, New Avengers, since you've seen fit to disband the team..."

"I had my reasons," Tony said. "Things haven't been easy, especially with Cap dying all of a sudden."

"Yeah, I bet that was a real upset to your plans," Peter said scornfully. "People dying always have a tendency to do that."

"Dammit, Peter," Tony said, putting a fist up on the window. "You think I'm just a heartless, soulless fish, don't you?"

"You have yet to prove me wrong," Peter replied.

"I did what I had to do!" Tony shouted. "Why don't you see that?! You, Bucky..."

"Yeah, I see it," Peter said quietly. "That's what Hitler said, too."

He left.

* * *

**Later that day, Peter looked out at the wide expanse that was the skyline of New York.**

His mask was in his hand, which would have been taboo before, but was now something he risked. Everyone knew who he was now.

_Thanks a lot, Tony. _

But when it came down to it, he knew it was his fault. He had been the one who had decided to pull his mask off in front of the entire world and say "my name's Peter Parker and I've been Spider-Man since I was fifteen years old."

Aunt May and Mary Jane had supported him, Aunt May saying that it was time the public knew who their hero was, and Mary Jane saying she dealt with people knowing her face all the time. Only Ben had been leery of it, not only because he also had an ingrained sense of secret identity, but because he had seen what Tony was becoming, and the danger Peter would put them all through.

Now, Scarlet Spider never patrolled with Spider-Man. Too many people could do the math and figure out that Peter Parker's "cousin"(who look a lot like him) could also be Spider-Man's "partner."

Peter tried to look on the bright side, but there really wasn't one. He knew healing would come in time, but his notoriety was starting to irk him. Not only that, but he realized that he made it much easier for his enemies to track and possibly hurt him and his family.

_And Mary Jane's just about ready to give birth. Way to go._

He was going to be a father. Peter tried to focus on that for a second, but then a whole new host of worries hit him.

What if their child had powers? What if it didn't? Either way, it would be like being the child of a superstar. Everyone would know who they were, and would expect something from them. Peter hated putting that burden on anyone, let alone his own son or daughter.

"You look tired."

Peter's spider-sense went off just as he recognized who that voice belonged to.

"Not now, Toomes," he replied wearily.

He dropped from his perch just as razor sharp feathers stabbed into where he had just been stuck to. He pulled his mask on and turned, falling, to see Vulture right on him.

"Oh, come on, _Peter_," he sneered, diving towards him. "I think we've progressed in our relationship to first-name terms."

This was another thing that irritated Peter. All the villains knew who he was too. He distinctly remembered Shocker making nerd jokes last time they fought.

"I think not," he responded, shooting a web towards Vulture's wings.

He angled them so that the web line missed. Peter cursed, now shooting web directly at Vulture, his spider-sense warning him that the ground was coming up to meet him very quickly.

The web made contact. He yanked on it to pull himself to Vulture and land a solid punch square on the jaw...

...and instead found himself flying through the air, his vision exploding into stars. Something had collided with him, hard.

_Ow. What the...?_

"Ha ha!" screamed Toomes. "Guess you weren't expecting company!"

Spider-Man twisted in the air, still falling. But now he saw it.

Two, no, _three _men in red vulture suits were flying alongside. He groaned.

"Great," he said unenthusiastically. "You have a fan club now. Wonderful."

"Vulturions, kill him!" Toomes screeched, pointing.

"Wooooow. You ever think of working in theater?"

He shot some more webbing at the "Vulturions," but they were a little more agile than the aged Toomes, dodging his web shots with almost apparent ease.

This was not good. They were flying at him, striking, and it was only his enhanced speed and spider-sense that kept him alive from their razor-sharp feathers. But they weren't giving him an opportunity to get free and swing to safety. He was still falling, and the fall wouldn't be pretty. His only hope was that when they broke away to save themselves, he could shoot a web that would save him.

Where was Ben when he needed him?

Just as he thought this, one of the Vulturions was yanked out of the deadly ring they had formed. He went flying through the air, crashing into the side of one of the buildings on the street. He shook his head before more web caught him in place.

Spider-Man couldn't see any more, but then when he looked back, the other two Vulturions were pulling away. The one flew out of sight, but the second was grappling with Scarlet Spider.

_Good ole' Ben. _

But then Peter saw the flash of gold, and realized that the suit was not one that belonged to Ben Reilly.

He almost died. It was Toomes who saved his life by trying to slice him in half and bringing him back to his senses.

"Grah!" he shouted. "I thought this would be easier!"

"Yeah, you're not the only one with a fan club," Spider-Man returned, but then realized what he said. He flipped Vulture between him and the ground.

The winged suit broke their fall somewhat, but the crash into the ground was enough to render Toomes unconscious.

"Stay," Peter told him, and looked up.

The other two Vulturions were webbed up in a massive web.

"Uh, did you all see that?" Peter asked the crowd of people that were gathered on the street, staring. "Because I didn't do that."

"Spider-Man!" a little boy said, running up to him, his mother right behind. "It was your fwiends!"

"My friends?" he repeated, watching the mother pick up the boy. "What do you mean?"

"He's talking about the other three," his mother said, hugging her son closely. "You were amazing, you really were."

"The other three..." Peter repeated, looking up again.

He recalled what he saw. It hadn't been the familiar blue hoodie of Scarlet Spider.

It had been the gold details of the Iron Spider suit.

* * *

**Kaine got of off the bus that had taken him directly into New York.**

As he stepped off, he clutched his chest, the sudden pain flaring up. It was becoming ritual, the burning pain ripping through him. He knew he was dying, and quickly too.

He might not be alive to save Aunt May.

Kaine looked around, searching for familiar landmarks. He saw them, too many. As he looked, his mind was racing.

Should he confront Peter and Ben, tell them what he had seen? Should he figure out who the assassin was, and kill him first? Or should he take Aunt May and hide her?

The last idea was the worst, so he nixed it immediately. Finding the assassin would be damn near impossible without more information. And as for talking to Parker and Reilly...

Wait. His vision was part of his memories. But it wasn't his memory, it was a vision that hadn't happened yet. Couldn't a psychic technically look at the memory of the vision and determine who had fired the shot?

Determined, he now knew who to look for. He just didn't know where to look.

As he started to walk, his spider-sense went off, causing him to duck. Just in time, too.

A knife, a large hunting bowie embedded itself into the wall next to Kaine. He looked up, but the thrower was nowhere in sight.

Besides, the knife hadn't been supposed to kill him. Not when it bore a message on the blade.

_The Grim Hunt has begun. Spiders beware._

He pulled the knife out, staring at it. And he knew.

He knew who the assassin was. And that Aunt May wasn't the only one who was going to die if he just stood here contemplating the blade.

* * *

WHOA NOW! Launching another aspect of this story, Grim Hunt! Now I know I'm screwed!

Please review! It makes me feel good!


	6. Definitely Not A Fan

Thank you **Rider Paladin **for your continued reviews! And please, folks, if you love me at all, you will do the same, yes? Please?

* * *

**Chapter V**

**Definitely Not A Fan**

* * *

Peter looked out the window of their house.

They had reacquired their old home in Forest Hills after the Civil War. Tony had originally wanted to buy it back for them, but Peter and Mary Jane said no. They paid for it mostly with MJ's modeling funds.

Now he stood in the kitchen, staring out the window, not really looking. He was mostly thinking about the "Scarlet Spiders" he had encountered.

_There was more than one. Three, I think. And why were they wearing the Iron Spider suits? Were they all wearing the same suits?_

"Hey, Tiger."

He turned his head as Mary Jane came up behind him, putting her arms around his chest, laying her head against his back. He could feel the large baby bump against his lower back.

"How's the city's favorite superhero?" she asked.

"Troubled in mind," he said, half-joking. His smile faded however. "Today I saw someone wearing the Iron Spider suit."

She raised her head from his shoulder.

"What?"

Her tone was completely different. He took a deep breath before going on.

"I fought the Vulture today, and he had some goons with him. I couldn't have fought them all on my own. Well, I'm guessing three guys in costumes... and web-shooters, I might add... showed up and saved my bacon."

"Okay," she said slowly. "It might have been... I don't know..."

"That's just it," Peter cut in. "I don't know. Only me and Tony know how that suit works, or even how to get one. And I think all three of these guys had one apiece. So what's going on?"

"Have you talked to Ben?" MJ asked. He shook his head.

"He took off after the funeral," he said, suddenly worried. "I should give him a-,"

Just then, the phone rang.

"I got it," Aunt May called from the living room. Peter and MJ fell silent, listening.

"Hello... oh, hello Felicia! How've you been, dear?"

Peter turned to look at MJ. She shrugged.

"Of course, dear. You must come for dinner one day. I insist. Anyway, here he is."

Peter picked up the other phone.

"Thanks, Aunt May," he called. "Hey, Felicia."

_"Hey, Spider. I have your brother here. Or your cousin. Whichever."_

"Ben?" Peter said, his heart picking up. "Why is he there? Is he hurt?"

_"He was, but he's much better now," _Felicia said with a little giggle. _"I thought it best not to worry dear May about him. He wants to talk to you."_

"Okay, thanks," Peter said, giving the thumbs up to a worried-looking MJ. "Ben?"

_"Peter, look at the news."_

Ben's voice was completely different from Felicia's. Peter caught the seriousness in it, and immediately hastened to turn the TV on.

His jaw dropped.

_"...what you're seeing is amateur footage of what appears to be four Spider-Men battling the self-dubbed Vulturions. Adrian Toomes, who earlier in the week put out a YouTube video saying he would kill Peter Parker, Spider-Man, is seen battling the same superhero. The identities of the other three Spider-Men are currently unknown. Director of S.H.I.E.L.D. Tony Stark has declined to comment."_

"Oh, my god," Peter breathed. This confirmed all of his theories. All three Scarlet Spiders were wearing Iron Spider suits.

_"Watch how they move. They look like they know what they're doing. And we all know you can't web-sling like that unless you have..."_

"... spider-sense and stick-'em powers, yeah," Peter finished. These two were key to "Olympic web-battling" as he and Ben had dubbed it. They used to have contests when they were bored to see who could do it better. Peter had better experience, but Ben had better tech. More often than not, it would be a draw, unless Peter hadn't eaten enough that day.

_"So, what do you think? More clones?" _Ben was always jumping to the clone conclusion.

"They move too fluidly to be LMD's," Peter remarked. "At least, what I can see. Tell you what, I'll call you tomorrow and we'll meet up somewhere. How're you feeling?"

_"Better. I'd be home if it weren't for Cat, here. I'll see you tomorrow."_

"Okay, bye." He hung up the phone. Mary Jane was looking at the footage, a frown on her face.

"Of course, there could be some innocent explanation for this," Peter said, desperately hoping he was right. He wasn't, he knew.

"Peter," MJ said slowly, and he shut up. "There's something... off about these guys."

"How do you mean, besides that they exist?"

"They don't move like you or Ben do," she explained. "Remember that time when Hobbie Brown became Spider-Man for a couple of days when people thought you were Spider-Man? After you got drunk after that Halloween party?"

"Yeees," Peter answered slowly, remembering with shame.

"He didn't web-sling like you do. He doesn't have any powers, he was just using his own muscles. He had to launch himself every time to get any distance. Same with Felicia when she's on her rope thingy. That's what these guys are doing."

Peter looked at the news again, which was replaying the footage. Sure enough, he saw the way the legs pumped and the arms swung. Instead of the easy strokes he was accustomed to, he saw three determined guys who were exerting a lot more energy than he did.

"Look at that..."

* * *

**"Well, at least you know Mary Jane's looking at more than just your butt."**

"Funny, Ben," Peter said sarcastically, but turned with a more serious face to the screen. "But do you see how professional they are, even though they don't have powers?"

"The suits could be enhancing their natural abilities," Bucky said, who they had asked to come. "I mean, even though they don't appear to have powers, they have more agility and strength than normal humans have, even those who have been trained."

"Maybe someone perfected the Super Soldier Serum?" Peter suggested. Bucky shook his head. "Okay, I'm out of ideas."

"Did the suit you wore enhance your abilities, Pete?" Ben asked.

"No, but then, they didn't need to," he said. "I mean, they had a lot of tech in them. Heads-Up Display, temperature control, cameras on the arm things."

"Kinky," Ben snorted. "I always wondered why you had those."

"Look at the one guy." Bucky pointed out the Iron Spider who webbed up the one Vulturion to the side of a building. "He clings to the wall to web him up, but look at how he clings to the wall."

They looked. They saw what he meant.

"He's not using his hands and feet," Ben said. "He's using the arms."

"Yeah, the ends were adhesive," Peter said. "I remember that, I just rarely ever used them."

"But these guys do," Bucky finished. "So they don't have spider powers."

"So we can rule out clones," Ben said, sounding relieved, but Bucky shook his head.

"We can rule out clones of you or Peter," he said grimly. "They could be clones of someone else. They clearly are a close-knit team."

They fell into silence, contemplating these ominous words.

"I wonder if Stark knows anything about this," Ben stated.

"Probably," Peter and Bucky said at the same time. They looked at each other, and they realized what Tony had asked both.

"Secret Avengers," Peter whispered.

"I knew it," Bucky replied. "He asked you after I turned him down."

"He didn't ask me," Peter said. "He wanted Ben to join the team."

"Whoa, whoa, back up," Ben said, holding his hands up. "Tony Stark, the jerkhole director of SH.I.E.L.D., asked Bucky to join the defunct as of five years ago Secret Avengers, the black ops A-Team which was publicly identified as a horrible, terrible team. And when he told him where to shove his offer, he asked you if I wanted to join said team? I mean, the Avenger equivalent of X-Force?"

"That's about it," Bucky said. "Except he didn't ask me to join. He asked me to lead the team. As Captain America."

Ben and Peter stared at him.

"Yeah, we need to talk," Peter said at last. "I'm almost positive he knows who those Iron Spiders are."

"Yeah, 'cuz there's only one Scarlet Spider," Ben muttered. "Rip-off artists."

* * *

**Otto Octavius looked down the microscope at the samples of Ben Reilly's blood.**

"I can't believe those two ever thought that Reilly was the original and Parker was the clone," he said under his breath.

"They thought so because it suited me to let them think so," the voice of the man behind Octavius's operations said. "It was one of my schemes to drive Parker completely out of his mind. It almost worked too. But in a way, I'm glad it didn't. It wouldn't have been compatible with this... masterpiece."

Masterpiece it might be, but Otto still thought the man could never be trusted. Especially considering who that man was.

Norman Osborne. The Green Goblin. Except he wasn't the Goblin now. Now he was the cult leader known simply as Scrier.

Something buzzed in his coat pocket. He made an angry noise, pulling out a cell phone.

"I can't count the times I've told them I can't hold their hands the whole way... yes?" He paused, listening. Otto found himself straining to hear the other side, but he couldn't.

"I've told you, proceed according to plan. Just engage them, I don't care if..."

He trailed off, listening to the other end.

"Is that a fact? Well, now. That's... that's very interesting. Yes, indeed. I could have used him. But he's a loose end at this point. Kill him and dump his body on their doorstep. Yes, just like that. He is, after all, still their family. And you know the importance of family, don't you?"

He hung up. Otto kept working, trying not to think of what they had just been talking about.

* * *

**Ben looked around his apartment.**

Not much had changed in the twenty-four hours he had been away. Everything was neat and tidy, almost bare looking, the rooms of a man who knew how to disappear at a moment's notice.

He sat down on his bed, turning on the news, trying to find some more information on the team of Spider-Men Peter had encountered, or the "Scarlet Spiders" as the news was dubbing them.

_I'm the Scarlet Spider. I should make a public statement. Like, yo, I'm the real Slim Shady, not these fakers. Yeah, see how well that goes down._

Mostly he reflected on what Stark had told Peter, about asking Ben to join the Secret Avengers.

_Why me? More importantly, why didn't he just ask me himself, instead of going through Peter?_

Then again, he hadn't asked Peter, he was just probing to see if Ben would be interested. The plain fact was, he wasn't.

Just as he was beginning a thought rant on Tony Stark, someone knocked on his door.

"Come in," he said loudly, but when the knocking increased in speed and volume, he got up to the door.

He gasped when he opened it.

Blood splattered the door and from the door all the way down the stairs. Gory handprints marked the wall, and some of the paint had been stripped away. But more startling was the body lying in front of his doorway.

It was Kaine. And he was covered in blood.

"K-Kaine?" Ben stuttered. "Oh my god... Kaine!"

"They... they're hunting us..." Kaine said in a hoarse whisper. Ben hastened to grab his shoulders. "They... t-they..."

"Is all this your blood? Jeez, let's get you inside..." But Kaine grabbed him forcefully by the shirt.

"They're hunting... us..." he repeated. "Us... they're hunting spiders..."

"They who?" Ben asked him, staring into Kaine's scarred and bloody face. "Who's hunting us?"

But Kaine had lost consciousness. Ben continued to stare at him until he remembered he was dying. He quickly hoisted him up and laid him on the bed.

Kaine was back. And he brought death with him. Again.

* * *

The next few chapters will be about the Grim Hunt! I've figured out how to do this now! It will be epic! Trust me! Why am I shouting!?


	7. Grim Hunt I

Grim Hunt, Part ONE! MUAHAHA!

* * *

**Chapter VI**

**Grim Hunt I**

* * *

Peter and Ben stared down at the unconscious body of Kaine.

As soon as Ben had bandaged the worst of his wounds, he had called Peter, who had come over immediately. Ben had told him everything Kaine had said before he had passed out as they cleaned up the building splattered with Kaine's body. After that, they hadn't said a word, merely thinking about what he had said, why he was so beat up, and remembering all the times he had terrorized them... and for Peter, Mary Jane... in the past.

"You say he was very specific about the 'hunt' part of his statement?" Peter clarified.

"Yep," Ben replied tersely. "And yes, the thought did occur to me too. If you're thinking what I think you're thinking."

"Only Kraven has ever really 'hunted' me," Peter said. "Except he's dead."

"He had a son, I think."

"Killed by Kaine, if you remember."

They lapsed again into silence.

As they did so, they're respective spider-senses went off.

"Uh-,"

"-oh."

A large explosion happened outside. They traded looks before quickly switching to their costumes.

What greeted them outside was something completely different than they expected. It wasn't some crazy pyromaniac, or an army surplus suicide squad. It was Arachne, Julia Carpenter, facing off two Kraven the Hunter wannabes.

"Coincidence?" Ben asked.

"I think not," Peter responded.

Arachne was holding her own against the two, one of whom looked like a longer haired, skinnier version of Sergei Kravinoff, the other a girl not older than thirteen. Due to their spider-senses, they could see the complex web Julia had spun with her psychic webbing. But it wasn't enough.

She took a bad blow off the head from a boomerang thrown by the man. She began to fall.

"Ben..."

"Got 'er, brother."

Scarlet Spider swung down easily, catching her lightly.

"You have no idea how long I've waited to do that," he joked.

Spider-Man focused his attention on the two.

"Hey, how's it going?" he said loudly. "So what are you, Kraven's fan club? Because I just fought the Vulture's fans, and lemme tell you, you have some tough competition."

He would have kept babbling like this, but then he was warned about the darts that came his way.

"Oh, man, I hate it when I'm the dartboard!" he complained, dodging this way and that. "Why do I always get to be the-,"

One hit him straight in the neck. He grasped at it, but the poison that tipped it worked instantly.

"Every... single... time..."

He began to black out. As he did, he heard the girl scream,

"Prepare, Spider! The Grim Hunt has begun!"

* * *

**_One Week Earlier_**

**Aloysha Kravinoff stared down at the grave of his father, Sergei.**

* * *

He wondered why things had turned out this way. His father was the best hunter in the world and yet he was lying, dead, in a coffin created by himself.

Suicide... after failing to defeat what some called the softest superhero of them all.

Aloysha knew the strength in refusing to fight his father on his own grounds. Sergei had been a hard man, and for Spider-Man to have broken him like that was almost unbelievable.

And yet, Aloysha could believe it. He had reluctantly taken up the role of Kraven the Hunter after his father and brother's death, Vladimir, who lay next to him. The greatest hunter of all time couldn't just pass on like they did.

He reflected on why Vladimir was dead. He had sworn vengeance against Spider-Man, but had been killed by the one they called Kaine, who was also an enemy of the wall-crawler.

Aloysha harbored no such feelings of vengeance. He had tried to restore the family's name and honor in the jungle, hunting such creatures as only appear in fictional novels. If he took the time to tally up the entire score of kills, he had in fact gained more notoriety than his father. But for his mother, it was not enough.

Which was why she was standing with the brat, Ana, to his right. He picked up their scent a while ago, but ignored them. Finally, Sasha spoke.

"Why do you reflect on the dead, Aloysha?" she asked in English. He didn't answer immediately.

"Because he's afraid," Ana retorted, also in English. "He always was. That is why he never sought revenge."

"Месть не имеет смысла, если нет чести в нем." His Russian carried with it a trace of sardonic fury. Truly, he hadn't betrayed the name Kravinoff. These two, with their obsession with Spider-Man, had been the truly treacherous.

Sasha laughed, while Ana bristled.

"It is not against the one Spider-Man we seek to destroy," she hissed. "They have robbed us of two of our family..."

"A father you barely knew and a brother you hated," Aloysha retorted. The Grim Hunter's career had been short and strange, Vladimir seeking more the macabre than the honor of the hunt.

"I have done more for their memory than you can imagine," Ana spit, but Sasha held up her hand.

"Enough," she said firmly. Turning to Aloysha, she asked, "Surely you won't abandon your family in this time of need, at this hunt of all hunts?"

"What will it gain?" Aloysha asked. "What will it serve?"

"The complete and total annihilation of the spiders," Sasha said, steel in her voice. "And... our family. Reunited. Restored."

"I have sought our honor..." Aloysha began wearily.

"I do not mean our honor. I mean our family. Returned." Aloysha scoffed.

"What, raised from the dead?" he asked. When the smile on Sasha's face broadened, he began to worry. "You can't be serious?"

"Join us, Aloysha," she said. "We need our family together."

* * *

**Ana ducked as the Spider witch shot more of the cursed webbing at her.**

The self-dubbed "Spider-Woman," Mathilda Franklin was the next on their list. The first was the old woman, the psychic, Madame Web. They had to go after the minor Spiders first before they could take on their primary target, Spider-Man.

The problem they were having with this witch was her infernal mouth.

"I have my own list of original supervillains, thanks very much," she said, her voice grating on Ana's ears. "I don't need cheap knock-offs on my list."

"I am no cheap knock-off," Aloysha responded, his voice even and low. "I am Kraven the Hunter."

"Uh-huh, sure," Spider-Woman said, with no small trace of sarcasm in her voice. "Actually, there've already been two, I think. And they're both dead. Kinda like all the Green Goblins. So, I'd rethink your identity choice. Just saying."

"Kind of like yours?" Ana spit. "Everyone wants to be a Spider, don't they?"

"Blame my genes." Spider-Woman was everywhere, her bone arms that protruded from her back swinging this way and that, making it almost impossible to get close to her.

But Ana knew the way to bring her down. After all, it had been predetermined by the Spider psychic herself, Madame Web.

Poison darts flew thick and fast from Aloysha's blow gun. Spider-Woman dodged all of them, some bouncing off her arms, but as she did so, Ana crawled swiftly to her, getting under her defenses.

The cry of pain that came from Spider-Woman as Ana drove her venomous knife through her foot heightened Ana's hunting instincts. In a few seconds, Spider-Woman was down.

That made two...

* * *

**Aloysha never thought much of his little sister.**

But he had to admit, she had guts. Guts or stupidity. The jury was out on that one.

The next Spider on their list was the damaged clone of Spider-Man named Kaine. Of all the strange creatures Aloysha had encountered in his career as Kraven the Hunter, this unnatural freak was by far the strangest. This... man... was created by science, something that should not be in the natural course of events.

That didn't make him any less dangerous, however. In fact, he seemed even more dangerous than Spider-Man was. This man wasn't afraid to kill.

Which is why Aloysha wondered why Ana seemed hell-bent on pushing all of his buttons.

"Look at you, poor almost-boy," she sneered. "You try so hard to be real, don't you, little wooden boy? Almost, but never there."

Kaine was silent, but Aloysha could feel the intense hatred radiate off of him. His dark eyes began to glow...

"Ana, LOOK OUT!" he bellowed, but the warning was unnecessary. Ana had already ducked under the glowing hands that clawed the empty air where she had just been.

Spider-Man wasn't supposed to generate power like that. Another side effect of this freak's creation, no doubt.

"You are fast, but not fast enough," Ana taunted. "You will never be able to overcome your enemies... because you aren't real. Poor wooden boy."

Kaine loosed a scream of rage.

"ENOUGH!" he bellowed, destroying a wall with a missed punch. In that instant, Ana plunged her knife into his back.

"What should be your punishment, little wooden boy?" she wondered as he yelled with pain. "You try so hard to die, because you can't be real, can you? So what would be an appropriate punishment?"

Kaine spun around, but at that moment, Aloysha had slashed him across his ribs with his serrated blade. He clutched his side, blood dripping from his wounds.

"I know!" Ana said brightly before lunging forward. "You get life!"

Kaine didn't do anything as she stabbed the blade deep into his collarbone. He fell backward, clutching at the handle.

"Life... because you will never be real, little wooden boy."

"Ana, cease," Aloysha said. "He suffers enough." She spun on him, fire burning in her eyes.

"He killed Vladimir," she hissed. "He is a spider."

"Half spider," Aloysha corrected. "And you hated Vladimir... you know that."

"At least Vladimir tried to reclaim our honor!" she spat. "Unlike you!"

Aloysha didn't pursue the argument, knowing how brainwashed Sasha had made the girl.

"Sasha told us to deliver him to the other spiders," Aloysha said. "I'll do that."

Ana didn't say anything against it. So he picked him up and followed his scent, all the way to the Upper East End, a relatively modest apartment complex.

The scent was the exact same as Kaine's with the added fringe of hair dye. He knew this was the other clone, the one called Scarlet Spider. This would be good enough.

Kaine groaned over his shoulder. Aloysha lowered him to the ground.

"Even though this war of ours is necessary," he said softly, "I do feel pity for you. I want you to know I bear you no ill will, comrade."

He left Kaine lying there, moaning. He bent low for a swift second, whispering in his ear.

"We are hunting Spiders," he said hurriedly. "Gather your forces, for arcane works are at play here. Whatever happens, don't let the Spyder be killed."

He emphasized the last three words. Kaine tried to focus on him, but his vision was clearly too weak.

Aloysha straightened up, looked around, and began to make his way back to Sasha's apartment.

* * *

**Madame Web tried to psychically search out for Spider-Man.**

It was no good. The darkness in her mind complimented the darkness of her vision. The psychic wards the Kravinoffs had placed around the property were too strong, and she wasn't connected to the Web of Life in this place.

But now she sensed another presence, a familiar one... one that ripped through Cassandra's heart.

Mattie... they had taken her, just like Madame Web had seen them do. Had told them how to.

She heard the door open. A body was thrown in, a grunt heard, and the door shut again.

"Mattie?" Cassandra said feebly.

"Madame Web?" Mattie responded weakly, her voice obscured by dizziness. "What are you doing here?"

"I was the first," she explained. "And oh god, I wish I were the last, or that they had killed me."

"What?" Mattie said, shocked. "What kinda attitude is that? Okay, this place is creepy, but I'm sure Peter will come..."

"Oh, he will," Cassandra said woefully. "And when he does... it will mean the end of the Spiders."

* * *

Okay, the way I'm gonna do this is I'm gonna divide this into three parts. Afterwards, I'm gonna take a little break from this story and write a Teen Titans one-shot I promised a friend. But this will be epic.


	8. Grim Hunt II

Hey guys!

So I realized I said three parts. BWAHAHAHA! That's funny! I might have to do four. This is turning out longer than I expected. I was gonna keep going, but then I realized how long this chapter was going, and I generally want to keep Fan Fiction chapters shorter than like, real chapters yo.

* * *

**Chapter VII**

**Grim Hunt II**

* * *

** Kaine's eyes fluttered open.**

The first thing he noticed was that he was alone. Alone in an apartment he didn't recognize. The second thing he realized was his stab wounds had healed.

They had never healed that fast before. Even so, the burning pain in his chest and arms was more real and sharp than ever before. He realized that his end was coming soon, possibly within the next few hours.

He pushed this from his mind, instead standing up and heading for the bathroom. He found it and pushed the door open.

When he looked in the mirror, he almost collapsed.

Nothing had changed from the last time he had seen himself. Nothing at all. So why, all of a sudden did he see Peter's face in his own?

Tears sprang suddenly to his eyes as he remembered why he was here. What Kraven had told him.

He was going to die. And if he didn't get a move on, so would Peter, and Ben, and Aunt May later. He needed to do something.

Letting loose a roar of anger and despair, he slammed his fists onto the sink counter, cracking the marble. He stared at his hands for a minute.

"Ah, hell..."

He moved to walk away, but as he did so, a razor dropped from the edge of the counter. He contemplated it for a while, before picking it up.

* * *

**Peter groaned.**

The darkness that was covering his vision cleared to reveal a concerned and maskless Julia Carpenter holding a water bottle close to his face.

"Ben, he's awake," she said. Ben was right behind her, also without his mask. His brightly colored hair clashed horribly with his suit, as it always did. Peter blinked.

"Please tell me we're all not dead," he said. "'Cuz that would really suck."

"No brother, we're not dead yet," Ben responded, glancing out the window. "But we're not too far away from it."

"So, nothing different?" Peter joked, but the other two didn't crack smiles. "How long have I been out?"

"Two hours," Julia answered, giving him the water bottle. He downed it instantly, thirsty. "After you were down, the Kravens disappeared. Something was wrong with our spider-senses, so we decided to wait until you came to."

"Freakin' jungle jims did some weird voodoo crap," Ben said, suddenly vehement. "It's causing our spider-senses to buzz annoyingly in the back of our heads."

Now that he mentioned it, Peter became aware of the tingle ongoing in the back of his neck.

"Crap," he said, sitting up. He looked around. "Uh, where are we?"

It looked like Ben's apartment, but it was completely trashed. Broken glass was everywhere, and the bed was shoved up against the door. Wallpaper was torn down, and there were water splotches from the bathroom.

"My place," Ben said bitterly. "And guess who's gone?" Peter did a face-palm.

"I don't understand," Julia said, looking around at the both of them. "What the hell is going on? Why are Kraven copycats trying to kill us?"

"I don't think they're copycats," Peter said slowly. "Remember the Grim Hunter?" Ben nodded.

"Kaine killed him, right?" he asked. Peter nodded, looking around, trying to piece the parts together. If only his head would stop hurting...

"They could be his family," he said. "That would make sense, I suppose. And they're after revenge. That's all I can think of."

"That's pretty good, boy."

The three Spiders spun on the spot, staring at the door. The bed was pushed away, the door was open, and standing in the doorway was...

Ezekiel. The old man who had once been Peter's friend and mentor, and who had ultimately betrayed him and saved him from said betrayal. He was supposed to be dead.

Of course, that would explain why he looked like a walking corpse and was leaking spiders all over the place. Very disturbing. The old man had more spiders than he did flesh.

"Ezekiel?!" Peter said, springing to his feet. He was dumbfounded. Not so much that he had returned from the dead. That happened a lot. But the fact that he looked like he was fresh from the grave was a lot creepier than the very fact of his existence at all.

"At least someone's eyes are working," said the corpse. "Your brain, as well. Now let me fill in the gaps."

"Uh, excuse me?" Ben interjected. "Are you kidding me?! You're freakin' dropping spiders all over my floor! Explain that first!"

"I will," rasped Ezekiel. "It's all part of the story. Now, if you don't mind..."

"Who is this?" Julia asked, in a ready stance. "Do you know him?"

"Mentor," Peter explained. "Traitor. Long story."

"I regret it," Ezekiel said, spiders coming out his mouth. "But anyway..."

"When Kraven the Hunter died, he disrupted the Web of Life. It was his duty as the world's greatest hunter to fight the things no normal man could do. But he grew power-hungry, seeking ways to better himself, turning to dark and arcane magic in the end.

"Before he 'killed' you and took your place, he performed a ceremony. He drunk the blood of the strongest lion he had killed, and then he ate an entire bowl full of spiders collected from the jungles he had been to."

"Ew," Peter said. "I mean, I wouldn't do that, and I'm Spider-Man."

"Shut up. In doing this, he caused the Web of Life to be re-written in such a way that the confrontation between Spider and Hunter would be heightened, and the war broadened to encompass every Spider and Hunter alive. Thus, Kraven's family has been attacking your family."

"My family?" Peter repeated, feeling a sudden panic at the thought of Mary Jane and Aunt May, but then realized he was talking about the Spider-People around. "You mean, like Julia and Ben? Kaine?"

"And more," Ezekiel said. "Madame Web and Spider-Woman Three, Martha Franklin."

"Mattie?" Julia repeated, covering her mouth with her hands. "What's happened to her?"

"They've taken her," Ezekiel said. "They took the psychic so that they could divine the future, and better prepare to destroy you utterly. As for Mattie... she will be sacrificed to bring back the other Kravinoff, Vladimir."

"Say what!?" Peter said, shocked. "How do you know this? How are you here?"

"If Kraven the Hunter will return from the dead," Ezekiel, "then you need all the help you can get. Unfortunately, as it's only temporary and the Web of Life is so screwed up, this is the vessel for my soul, which is the same as when I was alive."

"That story's got more holes in it than you do," Ben said. "Peter, we can't trust this guy."

"Seeing as how people are gonna die if we don't move, I think trusting him is our best option," Julia said.

"We don't know Mattie's been kidnapped," Ben said.

"She had been missing," Julia countered. "I was going to talk to you guys about it, as a matter of fact."

"If they have Madame Web," Peter interjected, "they'll be able to take us all. We can't let that happen."

"Are we done here?" Ezekiel asked. "Because the Kravens aren't going to rest. And they're already looking for the next Spider."

"Who?" the three of them asked.

* * *

**Mattie could feel something shift in her blood.**

The drugs the Kravinoffs had given her had been impairing her powers and most of her higher motor functions. She hadn't been able to see, hear, or talk, let alone use her strength or agility.

But now, something in her blood stream identified the poison they were using. This had happened before when someone tried to drug her. This narcotic was very effective, but it was finally wearing off, toxins in her blood destroying the alien poison.

She blinked, and her vision returned, blurry, but sharpening at every moment. Her hearing came back in the form of tinnitus, which began to die down, replaced by the slow breathing of Madame Web, and the constant drip of water somewhere.

"Ch-Charlotte?" she croaked, her throat very dry. "Are you... are you okay?"

Madame Web turned her head to Mattie, the blind covering her sightless eyes wet with... tears?

"Mattie," she said, her voice tremulous. "Please forgive me."

At that moment, the door opened. The girl, Ana, came in with their daily meal. Now Mattie could feel her powers return, and quickly. She stretched against her bonds, feeling them give a little.

"Mattie, NO!"

She burst free, leaping toward Ana. The child would have had no time to react. Should have had no time to react.

But the Kravinoffs had prepared for this. They knew the drugs they used wouldn't work indefinitely. So they tortured the soothsayer, making her give the time when Mattie would attempt to make her escape.

Mattie fell back, her throat slashed. The cut missed her arteries, but more poison was on the blade, causing her vision to darken again. She could fight it, though.

But the Hunters knew that, as well. That was why they chose tonight as the night.

* * *

**They were assembled there, standing around the grave of Vladimir Kravinoff.**

The family, plus a few that were needed for the ceremony. A mystic called Dr. Magellen, and Max Dillon, more famously known as Electro. A giant stone slab was laid out in front of the grave, and lying on the stone, tied to it, was Mattie Franklin.

Despite being drugged, she had put up a hell of a fight. Aloysha hadn't intervened, merely staying back with his head hung low. But her efforts had been in vain.

Electro also seemed hesitant about what he was about to do. He kept looking down at the girl, his eyes betraying his fear.

"Listen," he said to Sasha. "I... I was raised a Catholic, and this whole thing doesn't sit right..."

"Silence," she commanded. "You are getting paid well enough for your service. Be content."

Electro fell silent, but it was clear he was seriously considering screwing the money and leaving. But his greed overcame his conscious, which would haunt him the rest of his life.

"Begin the ceremony," Sasha told Magellen.

"It's already begun," he said.

Aloysha watched as the magician started chanting in some foreign tongue. Purple swirls began to appear, and Aloysha's senses started itch, and then burn. He knew the same was happening to Ana, whose nose began bleeding. He simply controlled his body better.

And then Spider-Woman screamed. And the scream triggered a response from Electro, who began to pump lightning into the slab. The electricity shot up to the sky, and the magic flew everywhere, blinding everyone. Finally, Sasha lifted her knife, and brought it down into Mattie's chest.

The light grew so bright, the sound so deafening that Aloysha wondered who truly was dying. It seemed interminable.

When it finally died down, Mattie lay dead on the slab. And something was crawling out of Vladimir's grave.

A giant monster, half-lion, half-man emerged from the ground, roaring, its eyes glowing red. It leapt up, stumbled, and fell. There it lay, its chest heaving.

"My God!" Ana yelled. "Vladimir?!" The creature raised its head at the name. Aloysha also stared, horrified at what had become of his brother. Ana turned on Magellen. "What have you done to him?!"

"That is what I expected to happen," Sasha said, the only one keeping her cool. "It proves that in order to bring back Sergei, we need the one true Spider. Any other will not do."

"Son of a..." Electro breathed, wondering at the horror he helped come about. "Screw it, I'm out."

"Then leave," Sasha said. "We have no further use for you."

She gently stroked Vladimir's neck. He growled softly, clearly in pain.

"We will avenge you," she said. "You will have a part in that vengeance."

* * *

**Anya Corazon was really starting to hate having spider powers.**

They were cool for about five minutes. After that, they became a burden, a curse. Trying to live a normal life and balancing superheroing was almost impossible. She had no clue how Spider-Man did it.

But now she was on the run, fleeing from something behind her. This creature had chased her all the way into Central Park. Now, in the dead of night, she had brought it to where no one was around to get hurt. Except her, of course.

And the extreme danger was that she might just die. That would ruin her entire weekend.

Bursting out of the trees was a giant lion man. Being part of the Clan of Spiders, this wasn't too out of the ordinary for her. But those red eyes were just too freakin' creepy.

"Hey, jerkhole!" she yelled behind her. "Get off my butt! What'd I ever do to you?"

"You killed him, girl," said the heavily accented voice of some crazy Russian chick who had been right behind the lion monster. "Him and his father."

"That's nuts!" Anya yelled. "I've never killed anyone before in my life! You've got the wrong Spider!"

"Regardless, you are a Spider," Sasha Kravinoff said, watching coldly as Vladimir finally caught up with the girl. She screamed loudly as the furry claws gripped her. "And we are the Hunters."

"Hunt this."

Vladimir roared with pain as he pulled away, two hand prints burned into his fur. The figure of a man stood between them and Anya. She stared at the man, who was dressed in blood-stained clothes, and was covered in scars. His normally brown eyes glowed yellow with rage. His hair was cropped short, and not very well done either. Despite all this, she recognized the face and(fan girl) strong jaw of Peter Parker.

"Well, well, well," said Ana, who was standing next to her mother. "Look at the poor wooden boy, coming back to his life as a shade, a pale imitation."

"I'm gonna kill you," the man said, and his voice was hoarse, not at all like what Anya knew Peter Parker sounded like. And that was definitely not something Peter would say. "And I'm gonna enjoy it."

* * *

**Spider-Man, Arachne, and Scarlet Spider stared in horror at the scene before them. **

Ezekiel had led them to Central Park, where a full-on battle was taking place. They could see the two Kravens they had encountered before, along with some massive lion monster, fighting a girl with a spider on her tank top and...

"Oh my god," Peter breathed. "Is that...?"

"... Kaine?" Ben finished, also stunned.

"We need to help them," Julia said, the only one who had not lost her senses. "Let's go!"

The three of them engaged the Kravens, but Spider-Man stopped, clutching his head. His spider sense was killing him. Ben also stopped, but it was because he saw Peter's reaction.

"What is it?" he asked.

"Spider... sense..." Peter groaned. "Just... leave me alone..."

Ben was about to respond, but his own spider sense alerted him to imminent danger. He turned, engaging Aloysha Kravinoff, who had leapt toward him. The older man attacked with the surety of the hunter watching a dangerous prey. Scarlet Spider shot some web stingers at him, which he dodged with ease.

"Gotta fix that," Ben mumbled, fighting with his fists. "Sometimes those things just never work."

Arachne meanwhile had gone to assist the girl. She had never seen her before, and it was clear the girl didn't recognize her. Ana was slashing with her knife, and things were about to get ugly.

"I find it amusing," Ana was saying, in that voice that Julia was really beginning to hate, "that most of the Spiders are women. Spider whores."

"Oh, wow," Arana responded. "Was that the best you can do? Come on! I'm the one supposed to be in high school!"

For her lip, Arana was actually fairly decent in combat. Julia watched her as much as she battled Ana. The little brat held her own very well, too.

Vladimir was trying to maul Kaine, but the angered degenerating clone was even more dangerous than the mad lion hybrid. He kept burning him with his Mark, while Vladimir kept clawing him with his sharp talons.

Aloysha and Scarlet Spider were engaged in a dazzling display of acrobatic combat, neither getting the upperhand, both equally matched.

And through this all, Peter lay on the ground, clutching his head, his spider sense pounding. The pain was immense, reaching a fever pitch.

_Stay alive. Stay safe. Come home._

Mary Jane had once made Peter a honey-do list for superheroing. Those three items were all that were on it. It was comical and endearing at the same time. Now, he muttered those aloud as a mantra, keeping him sane.

"Stay alive. Stay safe. Come home," he said. He kept repeating it as his spider sense burned, almost killing him. He almost blacked out...


	9. Grim Hunt III

Yeah, definitely more than three parts. Sorry, guys. Man, this is really long! And I apologize for completely forgetting the players of Grim Hunt. It's been a while since I read it.

* * *

**Chapter IIX**

**Grim Hunt III**

* * *

**Peter looked around.**

Ben was gone. So were Julia and Arana. The Kravens were a distant memory.

All that remained was Kaine, sunk to his knees, clutching his chest.

Peter was stunned by how much he looked like him, and now scarred his face could become. Blood was trickling from Kaine's nose and mouth.

"Kaine?" he said, standing up, stumbling a little. "What happened? Where'd everyone go?"

"Kravinoffs took them," Kaine said in clipped tones, clearly in a lot of pain. "The girl, Arachne, and Reilly. It happened... right after this... hit me."

"Are you okay?" Peter asked, walking over to him. "What's hurt?" Kaine gave a short bark of laughter that was cut short by coughing.

"Everything," he responded. "I'm dying Pete... matter of fact, I'll be dead in... maybe thirty minutes, maybe an hour. I certainly won't see tomorrow morning."

"Oh, Kaine," Peter breathed, feeling pity for his damaged clone. "Isn't there anything I can do? Some cure?"

"Nothing I haven't already tried," Kaine answered. "But there is something you can do."

He grabbed Peter's costume, pulling him closer.

"Run. Just run."

Peter pulled back, stunned.

"Run? From what?"

"The Hunters," Kaine told him. "They won't rest until you're dead. And you can't die. 'Cuz if you do, so does Aunt May."

"What?" Peter asked, shocked. Kaine had a coughing fit, which briefly interrupted his explanation.

"I saw... a vision... where someone killed Aunt May. Sniped her. You were in the vision, and so was Ben."

"Yes? And?" Peter interrupted, desperately wanting more information.

"Well, way I see it, with Ben out of the picture, that changes things. And if you leave now, you can protect her. 'Cause you know I don't give a damn which way you or Reilly turn up, dead or alive. But... I'm still Parker enough... to care for the old woman."

He finished, breathing heavily. Peter regarded him for a long moment.

"You coward."

Kaine held his breath. He looked up into the whites of Peter's mask.

"Maybe so," he muttered, but Peter grabbed the collar of his blood-stained coat.

"No, listen!" he yelled. "I know you've had a crappy life. I get that! But all you can care about is whether Aunt May dies or not? We have bigger things to worry about! There are maybe six lives at stake, and you want me to drop it all and run?"

"They aren't family," Kaine said, but Peter laughed.

"They may as well be!" he answered. "Ben definitely is! Julia just as well! And I'll be damned before I let an innocent girl be brutalized by the freakin' Kravens while I did nothing!"

He stopped talking, staring into the brown eyes that he knew so well. He searched them, trying to find any trace of the soul that Uncle Ben had inspired.

He found nothing.

"Have fun dying, Kaine," he said, releasing him. "Maybe you'll have some peace."

* * *

** Ben looked around him, seeing the dark, dank pit that he had been thrown into.**

There was no one else, which gave him the first clue that something was amiss. The Kravinoffs had drugged him early on, and had taken him away from Arachne and Arana. He had no idea where they were. He had no idea where he was.

His spider sense was buzzing, but that was just telling him he was in constant danger. His spider sense had somehow been enhanced during this whole "Grim Hunt," giving him an extra edge, and animal edge.

Which is probably the reason why he was here now. Because Hunters hunt animals, don't they? And now they hunt Spiders.

Ben searched the room, looking for a way out. There was none. Surely there was a door somewhere, maybe?

Maybe not. There could be a trap door. Or a sliding wall that can only be opened on the outside.

He hit the wall, yelling in rage. There was nothing he could find, and he was beginning to panic. So many questions filled his mind, predominately was the concern for Peter and the rest.

Last he saw was Peter curled on the ground, and Kaine fighting off the rest of the Kravinoffs from his comatose body. Now he thought about Kaine. Why was he fighting so desperately to protect Peter and himself, when for so long he had done his utmost to kill them both and make their lives miserable.

His inner thoughts were disrupted by the wall opening, blinding him with the sudden light. As he held up his hand to protect his eyes, his arms were grabbed and he was forced roughly out, where he feared his fate awaited him.

* * *

**Aloysha looked at the assembly.**

On the one side was his family, a gathering of Hunters, fiends, and criminals. Sasha and Ana, those two obsessed with honor and the arcane. Vladimir, the poor beast, neither dead nor truly living. And some of his father's old comrades, Mysterio, master of illusion, and Chameleon, who was in fact Aloysha's uncle, Dmitri Kravinoff. He had just pulled of the mask of Ezekiel, the old man, revealing their charade.

On the other side he saw Scarlet Spider's shoulders visibly lower in reaction to Dmitri's revelation. Arachne did the same, and the girl, Arana's jaw dropped. The old woman, Madame Web, lay on the ground, unable to stand, tears staining the band around her sightless eyes.

"Well played, Chameleon," Mysterio complimented him, shaking his hand.

"Likewise, Mysterio," Chameleon responded. "It's good to work with you again, old friend."

"Now what?" Scarlet Spider demanded, shaking his bonds a little. "After all that, what's gonna happen? You're gonna kill us all, and for what? So you can avenge Kraven and his idiot son?" Vladimir growled a little. Sasha laughed.

"Fool," she responded. "This is Vladimir. And soon, Sergei will join us. We will kill the Spider, and when he dies, Kraven the Hunter will be reborn, pure, unlike poor Vladimir. We need the one true Spyder, you see."

Scarlet Spider strained against his bonds more.

"Then take me," he said. "Let me take his place. I was Spider-Man for a while, and... we're a lot more alike than you think. I can do it."

"I know exactly who you are, Benjamin Reilly," Sasha retorted. "You are the only perfect clone of Peter Parker. Unfortunately, you are just that. A clone. You have no soul. You can never take his place. You won't do."

He tried to leap at Sasha, but the bonds were too powerful. Even though his mask was on, Aloysha could feel the heat from his gaze as he stared at Sasha.

"Poor, wooden boy," Ana breathed. Aloysha was tempted to backhand her, to get her to show some respect. Because even though Scarlet Spider may be a clone, he was more of a real person than Sasha or Ana could ever hope to be. He wasn't consumed by his pride.

"Where did you say he was, Dmitri?" Sasha asked Chameleon. The man turned his white face toward her.

"A little ways in the woods behind us," he said. "We have time to kill."

"Not just time," Sasha said, advancing on the Spiders, raising her knife. "A few more of these scum, I think."

She was going for Arana, but Scarlet Spider stepped in front of the girl, his head raised defiantly.

"You wish to die first?" she taunted him.

"I'll die before I let you kill an innocent girl."

Sasha laughed, but raised the knife higher.

"Didn't your mother ever tell you not to play with knives?"

The voice. The voice of a man trying to make a situation better with jokes, when really, they're all that's keeping him from snapping.

A web-line grabbed the knife out of Sasha's hand, yanking her entire arm back. A red and blue blur shot through the air, pulling Sasha and Ana away from the Spiders.

"Oh, I forgot," Spider-Man said, punching Mysterio hard in the helmet, cracking it. "You were abused as a child, am I right? I'm right, aren't I? That would explain what you're doing to your daughter."

"Scum!" Ana screeched, trying to leap at him, but he merely punched her on the jaw, sending her flying.

"I've waited to do that for a while," he admitted. "Now, where's big and furry?"

Vladimir was already charging for him, but he had leapt easily out of the way. He landed on Vladimir's back, yanking on his fur.

"Ole!" he shouted, and Vladimir ran, taking Spider-Man with him. Aloysha almost pursued them, but then realized that Madame Web was missing gone.

* * *

**In the graveyard of Kraven's mansion, an old woman lay on the ground, panting for breath.**

In the ensuing fracas that had occurred, she had followed the psychic leadings to this place, unnoticed by anyone. This was the spot, over the grave of Kraven the Hunter.

She hoped against hope that he wouldn't appear, that the lion would lead him away from this spot. Then maybe, just maybe, he would live to escape, to regroup. Because if Spider-Man died tonight, and Kraven the Hunter returned, then the Web of Life would be torn asunder, and Madame Web wouldn't be able to see the future anymore. Mostly because there wouldn't be a future for them.

She heard it before she saw them. The sound of a roaring lion. The yelling of a possibly deranged superhero. It was almost too much for her to bear.

She had failed. Because Spider-Man was going to die.

"... of a bitch!"

The yelling became discernable as words as they got closer. Spider-Man sounded like he was having the time of his life. It was terrible to imagine that it would be his last battle.

"Okay, slow down, boy!" He yanked hard on the fur he was grabbing. The force of his strength pulled Vladimir back, bringing him almost to a complete stop. "Now that we've come this far, I can really beat the crap out of you."

Madame Web heard him begin to beat Vladimir, and the lion's roars became whimpers of pain.

"Now, stay do-,"

_CRACK!_

* * *

**Ben heard the rifle crack through the air.**

He broke free from his bonds in that moment, running hard toward the direction. He stopped at the edge of a clearing in the forest.

Sasha Kravinoff was holding a rifle, the end smoking slightly. And in the graveyard a little ways off Spider-Man was on his knees, clutching his side.

"NO!"  
Scarlet Spider leapt into the fray, but Aloysha grabbed him. Sasha and Ana ignored them both. He tried to break free, but Aloysha was holding him with superhuman strength.

"Tonight," Sasha was saying, "you will die." Madame Web, who was lying on the ground next to two graves, suddenly began screaming at Spider-Man.

"You fool!" she yelled at him. "You were the only hope! Because of this, the Web of Life will be broken, and the whole world will collapse! Don't you realize how important you are?!"

"No," Spider-Man responded, and Scarlet Spider had to strain to hear him. Aloysha was merely restraining him, but now, both were frozen, watching. "But... it was nice... to know how it feels."

"How it feels?! You are the greatest hero of all time! Much more worthy than I! I have failed... oh..."

Her voice trailed off as dawning comprehension crept into her voice. Scarlet Spider tried to see the extent of Peter's injury.

"Makes two of us," he answered her.

Now Mysterio, Chameleon, and Ana were grabbing him, laying him out on a stone slab, the same one they had killed Mattie Franklin on. He tried to fight back, but they were stronger, and he was fading fast.

"Let it happen," Aloysha breathed in Ben's ear. "There is nothing you can do to stop it."

"I can't sit here!" Ben hissed back.

"You must!" Aloysha insisted. "If you fight, you will die as well. And the world needs a Spider-Man. You must live!"

"I can't let them kill Peter!"

"I condemn you to the hell reserved for animals and cowards," Sasha was saying, raising her knife high.

"PETER!" Ben screamed.

The knife fell, and blood spurted high in the air. Lighting cracked across the sky, and thunder rolled behind it. It was as if the very elements of nature were rebelling against the unholy act being performed.

The scream that filled the air seemed to tear the souls of everyone there. Mysterio and Chameleon released Spider-Man so quickly, it appeared their hands burned. His scream was the scream of a man in pain and fear, and yet, content. Somehow, he seemed to be saying _it is finished_.

And then it ended. It was over. Spider-Man was dead.

"Now," Sasha said, breathing heavily, "now he arises."

Thunder rumbled through the air. The ground began to shake, and suddenly, the earth churned around the grave of Kraven. A hand shot into the air, desiccated, decomposed, but instantly upon meeting the open air, flesh reformed around it.

In this way was Sergei Kravinoff resurrected. A terrible corpse, that was restored once he arose.

He stood there, clad in the funeral suit he was buried in, his mustache bristling, his hard lined face contorted in pain.

"Sergei," Sasha breathed, touching him on the shoulder. But he slapped it away.

"You fool!" he bellowed. "Have you any idea what you've done!?"

His voice trailed off, and he stumbled. Vladimir placed a paw gently under him. Ana looked stunned.

It occurred to Ben that he had actually never met Kraven the Hunter before. The Hunter had committed suicide before his return to New York two years ago. But that didn't matter.

Peter Parker was dead. Spider-Man was dead.

* * *

The next part should be the epilogue. And then I'll take a break and write that Teen Titans one-shot I promised.


End file.
